You are on page 1of 4


Beta Test Confidentiality and Non-Disclosure Agreement

This agreement is made between the below acknowledged voluntary tester (“Tester”)
and Aventurine S.A., presently located at 296 Kifisias Av., Chalandri 15232, Athens,
Greece (“Aventurine”).

A. Aventurine is presently developing the computer game Darkfall Online

(“Darkfall”); and,

B. Tester desires to assist Aventurine in the reviewing, testing and evaluation of

Darkfall by participating in a closed and confidential play test of Darkfall (the
“Beta” test); and,

C. Aventurine desires to have input from Tester based on the participation of Tester
in the Darkfall Beta test; and,

D. Aventurine wishes to protect the Confidential Information which will be disclosed

to Tester in the process of Tester’s review of the Darkfall.

Now, therefore, in consideration of the mutual promises made herein, the

adequacy and sufficiency of which is acknowledged, Tester agrees as follows:

1. Confidential Information.

1.1 "Confidential Information" as used herein, whether or not reduced to

writing and in any and all stages of development, includes but is not limited
to, the following types of information and other information of a similar
nature (whether tangible or intangible and whether or not reduced to
writing): discoveries, ideas, concepts, software programs in various stages
of development, prototypes, designs, drawings, patterns, plans,
procedures, specifications, techniques, models, data, source code, object
code, documentation, diagrams, applied theories and ideas. Confidential
Information also includes all aspects of Darkfall game and Beta revealed
to Tester during the course of the Beta test.

1.2 Confidential Information also includes any oral, written or recorded

discussion, report, statement, summary or analysis of Confidential
Information received, prepared or made by Tester or any other person or
entity involved in the Beta test regarding Darkfall or related to Darkfall or
the Beta test, as well as any other information or data which Aventurine
deems, as its sole discretion, as proprietary or confidential.

2. Non-Disclosure of Confidential Information.

2.1 Tester agrees not to use such Confidential Information, or any discussions
concerning such Confidential Information, disclosed to it by Aventurine for
its own use or for any purpose except to provide requested testing
services to Aventurine regarding Darkfall. Tester will not disclose or leak
any Confidential Information of Aventurine, the content of any discussions
concerning such Confidential Information or the fact of such discussions,
to third parties or to the public at large. Tester agrees that it will take all
reasonable measures to protect the secrecy of and avoid disclosure or use
of Confidential Information of Aventurine in order to prevent it from falling
into public domain. The Tester agrees to notify Aventurine in writing of
any misuse of misappropriation of Confidential Information of Aventurine
which may come to Tester's attention.

For purposes of clarity, the following is a non exhaustive list of restrictions

on Tester established by this Agreement.

Tester agrees that during the period of the Beta Test he/she
will refrain from the following:

• Tester will not reveal the fact that he/she is participating in the Beta test of

• Tester will not make any statement or post any message in any public
forum or email list related to Darkfall or the Beta Test;

• Tester will not allow any third party to observe or view them playing
Darkfall during the Beta test;

• Tester will not take or display any screen shots of Darkfall during the Beta
test unless requested to do so by Aventurine;

• Tester will not make or display any videos of Darkfall during the Beta test
unless requested to do so by Aventurine; and

• Tester will not discuss the fact or the content of the Beta test or Tester’s
opinion or perceptions of Darkfall with any unauthorized third parties:

3. Return and Destruction of Materials.

3.1 Within five (5) days of a request from Aventurine, any materials or
documents which have been furnished to the Tester in conjunction with the
Beta test will be promptly returned, accompanied by all copies of such
documentation, to Aventurine and Tester will destroy any and all digital
versions of Darkfall and any images, videos and other data of any kind
related to the Darkfall Beta test.

4. No Implied Grant of Rights.

4.1 Nothing in this Agreement grants any rights to Tester under patent or
copyright, nor does this Agreement grant Tester any rights in or to
Aventurine's Confidential Information, except the limited rights to review
such Confidential Information and to provide voluntary testing of the
Darkfall for Aventurine as set out in this Agreement.
5. Term.

5.1 The foregoing commitments of the parties will survive any termination of
the Beta test and will continue for a period of five (5) years following the
date of this Agreement.

6. Binding; Non-Waiver; Tester Duty.

6.1 This Agreement will be binding upon and for the benefit of Aventurine, its
publisher Audiovisual Enterprises SA, their successors and assigns.
Failure to enforce any provision of this Agreement will not constitute a
waiver of any term hereof. Tester understands and agrees that
Confidential Information is secret and proprietary and of great value to
Aventurine. Tester further understands and agrees that the relationship
with Aventurine is of a confidential nature and imposes an affirmative
obligation upon the Tester to protect, foster and respect the confidentiality
of Confidential Information.

7. Governing Law.

7.1 This Agreement will be governed by and construed in accordance with the
laws of Greece and will be binding upon the parties hereto worldwide.
Tester hereby agrees to the jurisdiction of the appropriate judicial tribunal
in Athens. Tester hereby agrees to the resolution of any and all disputes
arising under this Agreement, or actions to enforce the terms of the
Agreement, in the exclusive jurisdiction of Athens Courts and waives any
objection to such venue or exclusive jurisdiction.

8. Remedies.

8.1 Tester agrees that the obligations of the Tester set out in this Agreement
are necessary and reasonable in order to protect Aventurine and its
business, and expressly agree that monetary damages would be
inadequate to compensate Aventurine for any breach by the Tester of it
covenants and agreements set forth herein. Accordingly, the Tester
agrees and acknowledges that any such violation or threatened violation
will cause irreparable injury to Aventurine and that, in addition to any other
remedies that may be available in law, equity or otherwise, Aventurine will
be entitled to obtain injunctive relief against the threatened breach of the
Agreement or the continuation of any such breach by the Tester, without
the necessity of a bond or proving actual damages.

9.0 Severability.

9.1 If a court of competent jurisdiction holds any term, covenant or restriction

of this Agreement to be illegal, invalid or unenforceable, in whole or in part,
the remaining terms, covenants and provisions will remain in full force and
effect and will in no way be affected, impaired or invalidated. If any
provision in this Agreement is determined to be unenforceable in equity
because of its scope, duration, geographical area or other factor, then the
court making that determination will have the power to reduce or limit such
scope, duration, area or other factor, and such provision will be then
enforceable in equity in its reduced or limited form.

10.0 Headings; Entire Agreement; Signatures.

10.1 The headings in this Agreement are for the sole purpose of convenience of
reference and do not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement. This
Agreement is not effective until signed by both parties and constitutes the
entire agreement between the parties with respect to the subject matter
hereof and merges all prior and contemporaneous communications,
whether electronic, oral or written, between the parties with respect to
such subject matter. This Agreement may be executed in counter parts
and facsimile or scanned signatures will be treated as originals for all


Name: _______________________

email: ________________________

Address: ______________________
Country: ______________________
By: Spiros Iordanis ______________________________
Forum Name: _________________
Date: 9/27/2008